Whether you are starting a small business or running an established company, it is vital to understand business laws and regulations. But that is easier said than done. My goal is to provide business-related legal services so that you can spend more time dealing with the actual business and less time with legal intricacies of operating your business. My services include:

Business formation

You have a new and innovative product or service and you are interested in forming a new business. You may have concerns about liability, taxes, investors and other considerations. As your small business lawyers, we will assist you in deciding whether your startup business should organize as a limited liability company (LLC), partnership, S corporation or C corporation. We will form the most appropriate business organization for your new business and register the business in all jurisdictions in which it will conduct business.

Mergers and acquisitions

If your business is fortunate to thrive and become a merger or acquisition target, we can represent you as the seller; or if you are on the other side and looking to acquire a business, we can assist with the due diligence in purchasing a business. We will review various approaches in purchasing a business through merger or acquisition. We will discuss with you various structures in purchasing the stock or purchasing the assets of an acquisition target. In either case, your business will need thoughtful and comprehensive representation in all aspects of a merger or acquisition.

Government contracting

Government contractors face numerous issues when contracting with the government. And with a hands-on approach and substantial experience, we will help you navigate those legal issues. We prepare teaming agreements, subcontracts and joint venture agreements and can handle a variety of other government contract matters. As government contract lawyers for your small business, we can assist you in applying for programs for HUBZones, service-disabled veteran-owned small businesses or women-owned businesses. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Business transactions

Once you have an ongoing business, however organized, you will have a host of various commercial transactions. We prepare agreements with lenders, lessors, partners, customers, employees, and consultants. We provide business legal services for your company, preparing confidentiality agreements, nondisclosure agreements, licensing agreements, distribution, employment agreements, independent contractor agreements, lease agreements, and many others. We will help you understand what each part of these agreements require and make sure that these agreements provide protection to you and your business.

Corporate law

Once your startup business has been created, your company will have ongoing requirements to maintain its separate status. We will assist in guiding you on how to prepare corporate minutes or resolutions of the company to maintain the corporate form and other steps to protect the limited liability of your company. You will also have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. We are available to assist you in addressing these issues. And once your company is ready to raise additional capital from investors, we can work with you to determine whether you are subject to securities laws or fall within one of the exemptions.

Business disputes

Few businesses are immune to business disputes. If your small business was well-advised, you have an agreement that will provide guideposts on how to resolve your business dispute. If you are unable to settle your dispute, you may have a dispute resolution mechanism such as mediation or arbitration in the agreement. An alternative dispute resolution mechanism such as arbitration or mediation generally can provide a relatively quick resolution of your business dispute. If not, then you may have to consider litigation. We handle business disputes, including pre-litigation matters, mediation, arbitration and litigation.

Anti-corruption compliance

Every company should have procedures and policies to minimize its exposure to allegations of corruption or bribery. An integrity compliance program (ICP) is essential for businesses doing work internationally for the United States government or work financed through one of the development banks. We can assist in reviewing or preparing an ICP to assure that is consistent with the anti-bribery and anti-corruption guidelines from the World Bank. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Non-profit law

We work with organizations to obtain their tax exempt status under Section 501(c)(3) of the Internal Revenue Code. There have been recent changes to obtaining 501(c)(3) status and we have worked with organizations in submitting successful applications on the simplified track by filing a 1023-EZ and the more rigorous 1023 application for larger organizations. Nonprofits also face similar legal challenges to assure that they comply with business requirements and additional requirements to assure that they do not jeopardize their tax exempt status. As a law firm for nonprofits, we work with nonprofit organizations to guide them through these issues.

FAQ Small Business Attorney in DC

What is considered a small business?

Almost all our clients fall within the definition of small business/startup as determined by the Office of Advocacy of the U.S. Small Business Administration. Under this definition, a small business has fewer than 500 employees. Small businesses encompass about 99.9% of all business organizations in the United States.

Which industries do you serve as a small business attorney?

Most of our clients are service providers such as consulting companies, law firms, accounting and bookkeeping services, cybersecurity consultants, video production companies, and lobbyists, just to name a few. We also represent foreign and domestic manufacturers and software developers.

As a small business lawyer in DC, we represent some retail operations, such as bookstores and restaurants. We also represent numerous nonprofits with varying missions. Our government contractors clients hold various IDIQs (Indefinite Delivery, Indefinite quantity Contracts) and GSA schedules.

In which areas of the law does a small business or startup need legal assistance?

Most times, small businesses/startups need the services of outside general counsel. As outside general counsel for small businesses, we can handle most matters as a small business attorney that small businesses generally encounter. Usually, anything with the word agreement or contract is within our practice areas. This includes operating and shareholder agreements, which are used for small businesses and startups that are formalizing their relationships with their owners. Once a business is formed, then we prepare and review a host of other agreements, such as service agreements (which may be referred to as client agreements or consulting agreements), independent contractor agreements (which may be referred to as subcontracting agreements), employment agreements, teaming agreements, purchase and sale agreements, merger agreements, option agreements, license agreements, lease agreements, and the list goes on.

What factors should a small business and startup look for in retaining the services of a lawyer for small businesses?

With our extensive experience of working as a small business attorney in DC for decades now, background and experience should come right at the top of the list when looking for a small business lawyer. We think that accessibility and communication are essential for a successful relationship between an attorney and a client. Hourly rate is important but not as important as quality of service.

What kind of experience do you have in advising small businesses as an attorney?

Keith Rosten has not only legal experience but also business and practical experience that allows him to relate to the trials and tribulations of a small business owner. Keith has BigLaw experience before working for small and medium-sized businesses, first at his own law firm focused on small businesses and then with Berliner Corcoran & Rowe LLP.

Keith has substantial business experience. He received an MBA from the Tuck School at Dartmouth College. During his business studies, he worked on several group projects with small businesses, including a furniture manufacturer, a manufacturer of leak location precision equipment, real estate developer. After business school, Keith operated a successful real estate business in California and overcame numerous issues, such as asbestos abatement and underground storage tank remediation.

Keith worked as a legal adviser to a government contractor and was a legal adviser to a major initiative in Russia. Keith ran another small business, selling and marketing solar energy equipment. The business had an e-tailer component, hosted the largest solar energy forum online, and sold solar energy equipment to the government. Keith negotiated two GSA schedules for the business and obtained HUBZone certification for the business. Keith was also president of the Dartmouth Entrepreneurial Network – Washington, a networking organization for small businesses in the greater Washington, DC community.

Keith has also volunteered for Compass Pro Bono, working with local business professionals to conduct long-term consulting engagements for local nonprofits in fundraising, governance, and strategy.

With this breadth of legal and business experience, Keith is attuned to some of the challenges facing small businesses, which allows him to provide effective advice and guidance.

As a small business lawyer, do you take in-person meetings only?

Yes. We are located in downtown Washington DC and host many of our clients. For those clients who cannot come into our offices, we usually meet over Zoom or by telephone.

How do you charge for your services as a small business attorney?

We charge our clients based on hourly fees. We usually provide a budget of how much certain matters cost so that startups and small businesses know in advance the ballpark cost of the matter.

What if a client does not like our services?

Clients can terminate our services anytime if they don’t find it satisfactory.

Should my small business lawyer or startup lawyer be in the same state as me?

No, not always necessary and may depend on multiple factors. For example, though we are an expert small business lawyer in DC, we have also provided consultation to other cities’ clients.

Navigating Trump-Era Tariffs: Legal and Strategic Insights for Small Businesses

The shifting landscape of U.S. trade policy under the Trump administration introduced a wave of tariffs that caught many small businesses off guard. From increased costs on imported materials to sudden changes in supplier relationships, these tariffs created a complex web of legal challenges. For small business owners already working with limited resources, the risk of non-compliance, contract disputes, and regulatory hurdles has never been higher.

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What are tariffs and where did they come from?

Tariffs are one of the oldest forms of taxation and are relatively easy for governments to collect. Tariffs have also long been used to raise revenue for governments and protect domestic industries from foreign competition.

Related Article: Small Business Exporters: Looming Risks

Tariffs are not paid by foreign exporters, as sometimes assumed, but by U.S. companies that import the goods. Over time, concerns about excessive protectionism, especially after the damaging trade policies of the 1930s, led to international efforts to reduce tariffs.

The General Agreement on Tariffs and Trade (GATT), formed in the post–World War II era, called for a substantial reduction in global tariffs, resulting in cuts to around 45,000 tariffs affecting approximately $10 billion in trade. The United States led these efforts, often lowering its tariffs more than its trading partners, a practice known as differential tariffs.

These unequal tariff rates persist today and have been a central focus of criticism by figures like Trump, who argue that they disadvantage American industries and need to be rebalanced.

How Trump’s tariffs will affect your business

The Trump Administration is trying to use tariffs as a multi-purpose economic and political tool aimed at reshaping both trade and domestic policy. By imposing steep tariffs, Trump seeks to make importing goods so costly that companies are incentivized to shift production back to the United States, creating American jobs and raising wages.

Beyond economics, Trump also uses tariffs as leverage in foreign policy, hoping to pressure countries like Canada, Mexico, and China into taking stronger action to curb drug trafficking and illegal immigration.

Legal implications of tariffs

Title 19 Section 1484 of the United States Code sets forth requirements for entry of imported merchandise into the US. Small business owners should pay attention to these requirements, especially with increased prices and uncertainty. When a product is imported into the US, the importer of record, usually the purchaser of the imported product, files its entry with Customs and Border Protection (CBP). In turn, CBP imposes tariffs based on the classification and origin of the imported product.

Two federal courts have recently ruled on a series of sweeping tariffs imposed by President Trump under the International Emergency Economic Powers Act (IEEPA). This law was historically used for imposing economic sanctions, not tariffs. These decisions cover the IEEPA tariffs which include the 10% worldwide tariffs announced on April 2 and tariffs on Canada, Mexico, and China related to immigration and fentanyl concerns. However, they do not apply to tariffs enacted under Section 232 of the Trade Expansion Act of 1962 (used for national security-related steel and aluminum tariffs) or Section 301 of the Trade Act of 1974 (targeting unfair trade practices, especially with China).

The Court of International Trade (CIT) ruled that Trump’s use of IEEPA to impose tariffs was unlawful, finding the statute does not authorize the president to implement “unlimited tariffs,” and that such action would constitute an unconstitutional delegation of legislative power. The court specifically noted that using tariffs to pressure foreign nations on immigration and drug trafficking issues, like fentanyl, does not directly address those threats and exceeds the scope of the law. Simultaneously, the U.S. District Court for the District of Columbia (DDC), in a case brought by two small businesses, concluded that IEEPA does not authorize the imposition of tariffs at all. However, that decision was not nationwide in scope.

Trump immediately appealed the CIT ruling to the Federal Circuit, which granted an administrative stay. This means that the government will continue collecting the disputed IEEPA tariffs for now.

What small businesses can do to mitigate damage

Trump’s unpredictable tariff policy created significant uncertainty for businesses, disrupted global supply chains, and roiled financial markets. The constant changes make it difficult for companies to plan, especially as tariffs could be imposed, modified, or revoked with little notice. Many U.S.-based companies are affected, as many rely on imported materials or components that became more expensive under the new duties.

This impact was especially pronounced for small businesses, which often operate on tighter margins. These businesses faced rising costs for imported goods and had to make tough decisions about how much of the increase to absorb versus how much to pass on to consumers. Tariffs also drove up overall operational costs, contributed to shortages, caused delays, and forced companies to reconsider their supply chains. In some cases, this led to increased domestic production and hiring, but the gains were uneven and often offset by higher prices, especially in industries where demand remained steady.

Additionally, with many countries enacting retaliatory tariffs against the US, it is important to understand the import side of your business, as well as the export side.

When preparing for a meeting with your lawyer, it is important to have these questions prepared:

1. What do you intend to import/export?
2. Where is it coming from/going?
3. Who will receive it?

The Department of Commerce’s International Trade Administration has a CustomsInfo Database, where small business owners can use its Tariff Lookup Tool to use country tariff information for shipments originating in the US or abroad, a Landed Cost calculator, and export controls classifications.

Final words

If the CIT’s nationwide injunction is ultimately upheld, affected importers may be eligible for refunds. U.S. Customs and Border Protection (CBP) could permit importers to file Post-Summary Corrections or protests to recover unlawfully collected tariffs. If CBP denies refunds or delays action, importers can escalate their cases by requesting accelerated disposition under 19 C.F.R. § 174.22, preserving their right to judicial review within 30 days.

Do not panic buy. Prepare for things to cost more, but not immediately. There is so much uncertainty, with tariffs and court decisions changing the trading landscape every week. However, due to their production and materials needed, electronics and textile-based products are almost guaranteed to be more expensive.

See if your supply chain can be reorganized, or even tweaked slightly. Is it cheaper to import products with tariffs, or is it now cheaper to find domestic suppliers? Can you source similar products from countries that have lower tariffs?

If needed, increase costs strategically. This can be done through incremental price increases, or by only raising prices on certain goods/services.

Band together. Try to organize and cooperate with other businesses, order in bulk, and stay on top of supply chain snares.